DANUBE INDUSTRIES LIMITEDDANUBE INDUSTRIES LIMITED NOTICE Notice is hereby given that the 39 th...

DANUBE INDUSTRIES LIMITED (Formerly known as Dwekam Industries Limited)

(CIN:L21015GJ1980PLC097420)

ANNUAL REPORT

2018-19

REGISTERED OFFICE

Office No. A - 2101, Privilon , Jodhpur,

Bopal Ambli BRTS Road, Vejalpur,

Ahmedabad, Gujarat.

DANUBE INDUSTRIES LIMITED

Board of Directors

Mayur Manubhai Shah Non-Executive Independent Director

Sunder Dayaldas Tekchandani Non-Executive Independent Director

Vasudev Hardasani Khemchand Non-Executive Independent Director

Jigna Mahesh Thakkar* Non-Executive Independent Director

Nimesh Rasikbhai Patel** Non-Executive Independent Director

Richa Vinodbhai Vaswani# Professional Director

Sweety Purohit ## Company Secretary

* Appointed w.e.f 21/12/2018

**Appointed w.e.f 21/12/2018

# Appointed w.e.f. 27/04/2018

##Appointed w.e.f. 15/12/2018

AUDITORS Vishves A. Shah & Co.

Chartered Accountants

316, Abhishek Plaza, B/h Navgujarat College,

Income-Tax, Ahmedabad-380009.


NOTICE

Notice is hereby given that the 39th Annual General Meeting of the Members of Danube Industries

Limited will be held on Friday, the 27th September, 2019 at 12:00 P.M. at the registered office of the

Company at Office No. A - 2101, Privilon , Jodhpur, Bopal Ambli BRTS Road, Vejalpur, Ahmedabad, Gujarat.

Ordinary Business

1. To receive, consider and adopt the Audited Financial Statements of the Company for the

financial year ended on 31st

March 2019, together with the Reports of Board of Directors and

Auditors thereon;

2. To appoint a Director in place of Ms. Richa Vaswani, who retires by rotation, and being

eligible offers her for re-appointment.

3. To ratify the appointment of auditors of the Company, and to fix their remuneration and to

pass the following resolution as an ordinary resolution thereof:

“RESOLVED THAT pursuant to Section 139, 142 and other applicable provisions of the

Companies Act, 2013 and the Rules made there under, pursuant to the recommendations

of the audit committee of the Board of Directors, and pursuant to the resolution passed

by the members at the AGM appointment of M/s Vishves A. Shah & Co., Chartered

Accountants (Firm Registration No. 121356W) as the auditors of the Company to hold

office till the conclusion of the AGM to be held in the calendar year 2019-2020 be and is

hereby ratified and that the Board of Directors be and is hereby authorized to fix the

remuneration payable to them for the financial year ending March 31, 2020 as may be

determined by the audit committee in consultation with the auditors, plus applicable

GST and reimbursement of travelling and out of pocket expenses incurred by them

for the purpose of audit.”

Special Business

4. To consider and, if thought fit, to pass the following resolution as an Special Resolution:-

“Resolved that, in accordance with the provisions of Sections 196, 197 and 203 of the

Companies Act, 2013, or any amendment thereto or modification thereof, this Meeting

hereby approves the appointment of Mr. Hukumat Meghraj Rajdev (DIN: 00202615) as a

Director, not liable to retire by rotation, and also as Managing Director of the Company for a

period of five years with effect from 27th September,2019 or till such earlier date to confIrm

with the policy on retirement and as may be determined by the Board of Directors of the

Company and / or by any applicable statutes, rules, regulations or guidelines, on such

remuneration as set out in the Explanatory Statement annexed to the Notice convening this

Meeting.”


5. To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:-

“Resolved that, in accordance with the provisions of Sections 196 and 197 of the Companies

Act, 2013, or any amendment thereto or modification thereof, this Meeting hereby approves

the appointment of Mrs. Meena Hukumat Rajdev (DIN: 08060219) as a Director, liable to

retire by rotation, and also as Whole time Director of the Company for a period of two years

with effect from 27th September, 2019, or till such earlier date to conform with the policy on

retirement and as may be determined by the Board of Directors of the Company and / or by

any applicable statutes, rules, regulations or guidelines, on such remuneration as set out in

the Explanatory Statement annexed to the Notice convening this Meeting.”

6. To change the object clause of the company and in this regard to consider and if thought fit, to pass, with or without modifications, the following resolution as Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 13 of the Companies Act, 2013,

and any other applicable provisions of Companies Act, 2013 read with Rules thereunder

(including any statutory modifications or re-enactment thereof, for the time being in force),

subject to approval of the members of the Company and Registrar of Companies, the consent

of the Board of Directors of the Company be and is hereby accorded to amend

the Memorandum of Association of the Company as follows:-

To undertake, engage in, conduct, carry on the business of manufacturing, trading,

building, repairing, refitting, inventing, experimenting, testing, originating, fabricating,

sub-contracting, importing, exporting, dealing in sale of all kind of Engineering

Equipment’s and its products & raw materials, Air Conditioners and its equipments

,radars, global positioning systems, sensors, all kinds of naval, land, air and space defense

systems, homeland security systems, navigation systems, surveillance communication

equipment, armaments, simulators, training systems, electronic, computer enabled/

controlled engines, propellers and other equipments used therein, mechanical/ electronic

defense devices, Electrical and Electronic Components, hardware and software systems

including assemblies, sub-assemblies, parts, components, accessories, fitments to any & all

such devices/ equipment, integration of weapon systems (including electronics/ IT, fire

control & fighting system integration), vehicles, military tanks, whether armoured or un-

armoured, machine tools and machinery of any other description for use by armed forces

including upgrades of weapon system, components & spares of the same and to provide

service, maintenance, support for the same and to conduct all or any of the activities

connected therewith.


“RESOLVED THAT pursuant to the provisions of Section 152, 161 and any other

applicable

provisions of the Companies Act, 2013 and any rules made there under read with Schedule

IV to the Act, the Companies (Appointment and Qualification of Directors) Rules, 2014

(including any statutory modification(s) or re-enactment(s) thereof, for the time being

in force, Ms. Jigna Mahesh Thakkar (DIN: 08308619), who was appointed as an

Independent Director of the Company by the Board of Directors w.e.f. 21/12/2018, and

who holds office up to the date of this Annual General meeting), who has submitted a

declaration that she meets the criteria for independence as provided in Section 149(6) of the

Act and who is eligible for appointment, be and is hereby appointed as an Independent

Non-Executive Director of the Company to hold office for a period of five consecutive

years whose period of office shall not be liable to retired by Rotation.”



“RESOLVED THAT pursuant to the provisions of Section 152, 161 and any other

applicable provisions of the Companies Act, 2013 and any rules made there under read

with Schedule IV to the Act, the Companies (Appointment and Qualification of Directors)

Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the

time being in force, Mr. Nimesh Rasikbhai Patel (DIN: 08308685), who was appointed as

an Independent Director of the Company by the Board of Directors w.e.f. 21/12/2018, and

who holds office up to the date of this Annual General meeting), who has submitted a

declaration that he meets the criteria for independence as provided in Section 149(6) of the

Act and who is eligible for appointment, be and is hereby appointed as an Independent

Non-Executive Director of the Company to hold office for a period of five consecutive

years whose period of office shall not be liable to retired by Rotation.”

BY ORDER OF THE BOARD OF DIRECTORS

FOR, DANUBE INDUSTRIES LIMITED

SWEETY PUROHIT

COMPANY SECRETARY & COMPLIANCE OFFICER

DATE: 14/08/2019


NOTES:

1. The relevant Explanatory Statement pursuant to section 102(1) of the Companies Act, 2013, in

respect of Special Business set out in item Nos. 4 to 8 at the meeting, is annexed hereto.

2. A member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to

appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the

Company. The instrument appointing the proxy should, however, be deposited at the registered office of the Company not less than forty-eight hours before the commencement of the Meeting. A person

can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more

than ten percent of the total share capital of the Company carrying voting rights. A member holding

more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

3. Corporate members intended to send their authorized representatives to attend the meeting are

requested to send to the Company a certified copy of Board resolution authorizing their representative to attend and vote on their behalf at the Meeting.

4. Members/Proxy holders are requested to bring their copy of Notice and Attendance slip sent

herewith, duly filled-in for attending the Annual General Meeting.

5. The Register of Members and the Share Transfer Books of the Company will remain closed from

Friday, 20th September ,2019 to Friday, 27th September,2019 (both days inclusive).

6. The Shareholders are requested to notify their change of address immediately to the Registrars &

Transfer Agent M/s. Purva Share Registry (India) Pvt. Ltd. The Company or its registrar will not act

on any request received directly from the shareholder holding shares in electronic form for any

change of bank particulars or bank mandate. Such changes are to be advised only to the Depository

Participant by the Shareholders.

7. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent

Account Number (PAN) by every participant in the securities market. Members holding shares in

electronic form are, therefore, requested to submit their PAN to the Depository Participants with

whom they maintain their Demat accounts. Members holding shares in physical form should submit

their PAN to the Company.

8. Members intending to seek explanation /clarification about the Accounts at the Annual General

Meeting are requested to inform the Company at least a week in advance of their intention to do so, so

that relevant information may be made available, if the Chairman permits such information to be

furnished.

9. To promote green initiative, members are requested to register their e-mail addresses through their

Depository Participants for sending the future communications by e-mail.

10. PROCESS FOR MEMBERS OPTING FOR E-VOTING

i. In compliance with the provisions of Section 108 of the companies Act, 2013 read with Rule 20 of

the Companies (Management and Administration) Amendments Rules, 2015, the Company is pleased

to offer the facility of voting through electronic means and the business set out in the Notice above

may be transacted through such electronic voting. The facility of voting through electronic means is provided through the e-voting platform of CDSL.

ii. Members whose names are recorded in the Register of Members or in the Register of Beneficial

Owners maintained by the Depositories as on the cut –off date i.e 20th September,2019 shall be entitled to avail the facility of remote e-voting as well as voting at the AGM. Any recipient of the

notice, who has no voting rights as on the Cut-off date, shall treat this Notice as intimation only.

http://www.purvashare.com/clients/


iii. The remote e-voting will commence on Tuesday, 24th September,2019 at 10.00 am and will end on Thursday, 26th September,2019 at 5.00 pm. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date 20th September,2019, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

iv. Once the vote on a resolution is cast by the member, he/she shall not be allowed to change it subsequently or cast the vote again.

v. The facility for voting through Poll Paper would be made available at the AGM and the members attending the meeting who have not already cast their votes by remote e-voting shall be able to

exercise their right at the meeting through Poll Paper. The members who have already cast their vote

by remote e-voting prior to the meeting may also attend the meeting, but shall not be entitled to cast

their vote again.

vi. The voting rights of the members shall be in proportion to their share in the paid up equity share capital of the company as on the Cut-off date i.e 20th September, 2019.

vii. The Company has appointed Ms. Hetika D. Kinger , Propreitor of M/s. Kinger & Associates,

Practicing Company Secretary (Membership No. 53547, COP No. 19782) to act as the Scrutinizer for conducting the remote e-voting process in a fair and transparent manner.

viii. The Procedure and instructions for remote e-voting are as follows:

(i) The Shareholders should log on to the e-voting website www.evotingindia.com

(ii) Click on Shareholders.

(iii) Now Enter your User ID

(iv) For CDSL: 16 digits beneficiary ID,

a. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

b. Members holding shares in Physical Form should enter Folio Number registered with the

Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in Demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both

demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participant

are requested to use the sequence number which is printed on address slip (affixed on a

Annual Report).

DOB Enter the Date of Birth as recorded in your demat account or in the company records for the said

demat account or folio in dd /mm/yyyy format.

Dividend

Bank

Details

Enter the Dividend Bank Details as recorded in your demat account or in the company records

for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details are not

recorded with the depository or company please enter the member id / folio number in

the Dividend Bank details field as mentioned in instruction (iv).

http://www/

http://www.evotingindia.com/


(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selection

screen. However, members holding shares in demat form will now reach ‘Password Creation’

menu wherein they are required to mandatorily enter their login password in the new password field.Kindly note that this password is to be also used by the demat holders for voting for

resolutions of any other company on which they are eligible to vote, provided that company

opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the

resolutions contained in this Notice.

(xi) Click on EVSN of the Company.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the

option “YES/NO” for voting. Select the option YES or NO as desired. The option YES

implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to

change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on “Click here to print”

option on the Voting page.

(xvii) If Demat account holder has forgotten the same password then enter the User ID and the image

verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Note for Non – Individual Shareholders and Custodians

Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are

required to log on to www.evotingindia.com and register themselves as Corporates.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be

emailed [email protected].

After receiving the login details a compliance user should be created using the admin login

and password. The Compliance user would be able to link the account(s) for which they

wish to vote on.

The list of accounts should be mailed to [email protected] and on approval

of the accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which they have

issued in favour of the Custodian, if any, should be uploaded in PDF format in the system

for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help

section or write an email to [email protected].


mailto:[email protected]





(xx) Members who have not registered their e-mail addresses so far are requested to register their e-

mail address for receiving all communication including Annual Report, Notices, Circulars, etc.

from the Company electronically.


EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE

COMPANIESACT, 2013

As required under Section 102 of the Companies Act, 2013, set out all material facts relating to the business under Item Nos. 4 to 8 of the accompanying Notice dated

14/08/2019

ITEM No. 4:

On the recommendation of the Nomination & Compensation Committee (‘the Committee’) and

subject to the approval of the Members, the Board at the meeting held on 14th August,2019,

designated Mr. Hukumat Rajdev as Managing Director of the Company with effect from 27th

September,2019 on the terms and conditions. The Board at the aforesaid meeting, on the

recommendation of the Committee, also recommended for the approval of the Members, the

appointment of Mr. Hukumat Rajdev as a Director, and as Managing Director of the Company, as

set out in the Resolution relating to his appointment, on the following remuneration:-

(I) Basic / Consolidated Salary – Rs. 6,00,000/- annually.

(II) Performance Bonus – Not exceeding 100% of Basic / Consolidated Salary, payable annually for

each financial year, as may be determined by the Board.

(III) Perquisites – In addition to the aforesaid Basic / Consolidated Salary and Performance Bonus,

Mr. Hukuamt Rajdev shall be entitled to perquisites like gas, electricity, water, furnishings,

leave travel concession for self and family, club fees, personal accident insurance, sampling of

the Company’s products and services etc. in accordance with the rules of the Company, the

monetary value of such perquisites being limited to 6,00,000/- per annum, for the purposes of

which limit perquisites shall be valued as per the provisions of the Income-tax Act and the

Rules thereunder, wherever applicable, and in absence of any such provision, perquisites shall

be valued at actual cost. However, the following shall not be included in the aforesaid

perquisite limit:-

(a) Rent free accommodation owned / leased / rented by the Company, or Housing Allowance in

lieu thereof, as per the rules of the Company.

(b) Contributions to Provident Fund and Superannuation Fund up to 27% of salary and contribution

to Gratuity Fund up to 8.33% of salary, as defined in the rules of the respective Funds, or up to

such other limit as may be prescribed under the Income-tax Act and the Rules thereunder for

this purpose.

(c) Perquisite value in terms of the Income-tax Act and the Rules thereunder upon exercise of

Options granted under the Company’s Employee Stock Option Schemes.

(d) Medical expenses for self and family as per the rules of the Company.

(e) Use of chauffeur driven Company car and telecommunication facilities at residence (including

payment for local calls and long distance official calls).

(f) Encashment of unavailed leave as per the rules of the Company at the time of retirement /

cessation of service.


(g) Long service award as per the rules of the Company.

(h) Costs and expenses incurred by the Company in connection with joining / transfer / retirement

as per the rules of the Company.

The aggregate of the remuneration and perquisites / benefits, including contributions towards

Provident Fund, Superannuation Fund and Gratuity Fund, payable to the Managing Director and

the other Whole time Directors of the Company taken together, shall be within the limit

prescribed under the Companies Act, 2013, or any amendment thereto or modification thereof

(‘the Act’).

Requisite Notice under Section 160 of the Act proposing the appointment of Mr. Hukumat

Rajdev has been received by the Company, and consent has been filed by Mr. Hukumat Rajdev

pursuant to Section 152 of the Act.

Additional information in respect of Mr. Hukumat Rajdev, pursuant to the Securities and

Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

and the Secretarial Standard on General Meetings, is appearing in the Report and Accounts

under the sections ‘Your Directors’ and ‘Report on Corporate Governance’.

Mr. Hukumat Rajdev and his relatives are interested in these Resolutions. None of the other

Directors and Key Managerial Personnel of the Company, or their relatives, are interested in

these Resolutions.

The Board recommends these Resolutions for your approval.

ITEM No. 5:

On the recommendation of the Nomination & Compensation Committee (‘the Committee’) and

subject to the approval of the Members, the Board at the meeting held on 14th August,2019,

designated Mrs. Meena Rajdev as Whole Time Director of the Company with effect from 27th

September,2019 on the terms and conditions. The Board at the aforesaid meeting, on the

recommendation of the Committee, also recommended for the approval of the Members, the

appointment of Mrs. Meena Rajdev as a Director, and as Whole Time Director of the Company, as

set out in the Resolution relating to his appointment, on the following remuneration:-

(I) Basic / Consolidated Salary –Rs. 6,00,000/- annually.

(II) Performance Bonus – Not exceeding 100% of Basic / Consolidated Salary, payable annually for

each financial year, as may be determined by the Board.

(III) Perquisites – In addition to the aforesaid Basic / Consolidated Salary and Performance Bonus,

Mrs. Meena Rajdev shall be entitled to perquisites like gas, electricity, water, furnishings, leave

travel concession for self and family, club fees, personal accident insurance, sampling of the

Company’s products and services etc. in accordance with the rules of the Company, the monetary

value of such perquisites being limited to 6,00,000/- per annum, for the purposes of which limit

perquisites shall be valued as per the provisions of the Income-tax Act and the Rules thereunder,

wherever applicable, and in absence of any such provision, perquisites shall be valued at actual cost.

However, the following shall not be included in the aforesaid perquisite limit:-


(a) Rent free accommodation owned / leased / rented by the Company, or Housing Allowance in

lieu thereof, as per the rules of the Company.

(b) Contributions to Provident Fund and Superannuation Fund up to 27% of salary and contribution

to Gratuity Fund up to 8.33% of salary, as defined in the rules of the respective Funds, or up to

such other limit as may be prescribed under the Income-tax Act and the Rules thereunder for

this purpose.

(c) Perquisite value in terms of the Income-tax Act and the Rules thereunder upon exercise of

Options granted under the Company’s Employee Stock Option Schemes.

(d) Medical expenses for self and family as per the rules of the Company.

(e) Use of chauffeur driven Company car and telecommunication facilities at residence (including

payment for local calls and long distance official calls).

(f) Encashment of un-availed leave as per the rules of the Company at the time of retirement /

cessation of service.

(g) Long service award as per the rules of the Company.

(h) Costs and expenses incurred by the Company in connection with joining / transfer / retirement as

per the rules of the Company.

The aggregate of the remuneration and perquisites / benefits, including contributions towards

Provident Fund, Superannuation Fund and Gratuity Fund, payable to the Managing Director and the

other Whole time Directors of the Company taken together, shall be within the limit prescribed

under the Companies Act, 2013, or any amendment thereto or modification thereof (‘the Act’).

Requisite Notice under Section 160 of the Act proposing the appointment of Mrs. Meena Rajdev has

been received by the Company, and consent has been filed by Mrs. Meena Rajdev pursuant to

Section 152 of the Act.

Additional information in respect of Mrs. Meena Rajdev, pursuant to the Securities and Exchange

Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the

Secretarial Standard on General Meetings, is appearing in the Report and Accounts under the

sections ‘Your Directors’ and ‘Report on Corporate Governance’.

Mrs. Meena Rajdev and his relatives are interested in these Resolutions. None of the other Directors

and Key Managerial Personnel of the Company, or their relatives, is interested in these Resolutions.

The Board recommends these Resolutions for your approval.

ITEM No.6:

Upon enactment of the Companies Act, 2013, (“Act”) the Memorandum of Association of the

Company were required to be re-aligned as per the provisions of the new Act.

As per the Companies Act, 2013, a Company can have only following objects clause in its

Memorandum of Association.

1. The objects to be pursued by the company on its incorporation i.e. main objects.


2. Matters which are necessary for furtherance of the main objects.

It is proposed to amend the Main objects of the Company partially to align the same with the present

business activities and would include matters which are necessary for main objects in Clause IIIA.

Accordingly, the existing Clause III A, of the Memorandum of Association of the Company are

proposed to be altered by substituting and inserting Clause III A (7) with new numbering of the

clauses as per the Memorandum of Association as submitted before the meeting and more

particularly enumerated in the resolution.

The Board of Directors at their meeting held on 14th August,2019 had approved (subject to the

approval of members) the amendment in the Memorandum of Association of the Company as

aforesaid.

In terms of Section 4 and 13 of the Act, the consent of the Members by way of Special Resolution

is required for change in objects clause of the Memorandum of Association of the Company.

The Board recommends for approval by the members the resolution as set out at Item No. 6 of the

Notice as a Special Resolution.

None of the Directors, Key Managerial Personnel of the Company and their relatives are, in any

way, concerned or interested, financially or otherwise, in the resolutions, as set out at Item No. 6 of

the Notice.

The Memorandum and Articles of Association of the Company is available for inspection in

physical or in electronic form during specified business hours i.e. between 10:00 a.m. to 6:00 p.m. at

the Registered and Corporate office of the company and copies thereof shall also be made available

for inspection in physical or electronic form at the Registered and Corporate office and also at the

Meeting.

ITEM No. 7:

Ms. Jigna Mahesh Thakkar (DIN: 08308619), who was appointed as Independent Director of the

w.e.f. 21/12/2018 pursuant to the provisions of Section 161 and other applicable provisions, if any

of the Companies Act, 2013, holds office up to the term of five consecutive years in compliance

with the provisions of Section 149 read with Schedule IV to the Act, the appointment of the above

Director as an Independent Director is now being placed before the Members for their approval.

Ms. Jigna Mahesh Thakkar (DIN: 08308619), has furnished consent/ declaration for her

appointment as required under Companies Act, 2013 and the Rules thereunder.

Save and except Ms. Jigna Mahesh Thakkar (DIN: 08308619) ,and her relatives, none of other

Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested,

financially or otherwise, in the above Resolution.

ITEM No. 8:

Mr. Nimesh Rasikbhai Patel (DIN: 08308685), who was appointed as Independent Director of the

w.e.f. 21/12/2018 pursuant to the provisions of Section 161 and other applicable provisions, if any

of the Companies Act, 2013, holds office up to the term of five consecutive years in compliance

with the provisions of Section 149 read with Schedule IV to the Act, the appointment of the above

Director as an Independent Director is now being placed before the Members for their approval.

Mr. Nimesh Rasikbhai Patel (DIN: 08308685), has furnished consent/ declaration for his

appointment as required under Companies Act, 2013 and the Rules thereunder.


Save and except Mr. Nimesh Rasikbhai Patel (DIN: 08308685) ,and his relatives, none of other

Directors, Key Managerial Personnel or their relatives are, in any way, concerned or interested,

financially or otherwise, in the above Resolution.


RICHA VINODBHAI VASWANI

DIRECTOR

DIN: 08115184

PLACE: AHMEDABAD

DATE: 14/08/2019


ANNEXURE TO ITEM 5 AND 6 OF THE NOTICE

Details of Directors seeking appointment at the forthcoming Annual General Meeting

NAME OF THE DIRECTOR HUKUMAT MEGHRAJ

RAJDEV MEENA SUNIL RAJDEV

Director Identification Number (DIN)

00202615 08060219

Date of Birth 01/03/1945 18/11/1970

Nationality Indian Indian

Date of Appointment on Board 14/08/2018 14/08/2018

Qualification B.S.C B.Com

Brief Profile

He is a post graduate having more than 25 years of experience. He is

currently Director in SVK Security

Systems Private Limited, Karavan

Tradelink (OPC) Private Limited,

Future Infomedia Private Limited.

Thus, he has vast experience and in

depth knowledge in the same field.

She is a Commerce graduate having more than

8 years of experience and in

depth knowledge in the

same field.

Shareholding in the Company

NIL NIL

List of Directorships held in other Companies (excluding

foreign, private and Section 8

Companies)

1) SVK Security Systems

Private Limited 2) Karavan Tradelink

(Opc) Private Limited

3) Future Infomedia

Private Limited

NIL

Memberships /Chairmanships of Audit and Stakeholders’ Relationship Committees across Public Companies

NIL NIL

There are no inter-se relationships between the Board Members.


ROUTE MAP TO AGM VENUE


OFFICE NO. A - 2101, PRIVILON,

JODHPUR, BOPAL AMBLI BRTS ROAD,

VEJALPUR, AHMEDABAD, GUJARAT.


DIRECTOR’S REPORT

2018-19

TO,

THE MEMBERS,


AHMEDABAD.

Your Directors have pleasure in presenting the 39th

Annual Report and the Company’s Audited

Financial Statements for the financial year ended March 31, 2019.

FINANCIAL RESULT

The Company’s financial performance, for the year ended March 31, 2019:

(Rs. In Lakh)

Particulars 31.03.2019 31.03.2018

Revenue from Operations - 48.09

Other Income 23.18 1.04

Total Revenue 23.18 49.13

Total Expenditure ( including Change in Inventories)

0.97 55.38

Profit Before Tax 22.21 (6.24)

Less: Tax expense/ Deferred tax liability 3.51 --

Profit after Tax 18.70 (6.24)

Earnings Per Share 0.37 (0.12)

STATE OF AFFAIRS

There has been no change in the business of the Company during the financial year ended 31st

March, 2019.

OPERATIONAL OVERVIEW

For the year ended 31st March, 2019, your Company has reported total revenue and net Profit after

taxation of Rs. 23.18/- Lakhs and Rs. 18.70/- Lakhs respectively as compared to last year’s total

revenue and net loss after taxation of Rs. 49.13/- Lakhs and Rs. 6.24/- Lakhs respectively.

Directors are striving hard to improve the performance of the Company.

SHARE CAPITAL

Authorized & paid up capital

The Authorized and Paid up equity share capital of the Company as on March 31, 2019 was

Rs.5,00,00,000 . During the year under review, the Company has not issued shares with

differential voting rights and sweat equity shares.

DIVIDEND


The Board of Directors of your Company, after considering holistically the relevant

circumstances, has decided that it would be prudent, not to recommend any Dividend for the year

under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO :

a) Conservation of energy:

Since the company does not carry on any manufacturing Activities, the provision regarding this

disclosure is not Applicable.

b) Technology absorption:

There is no specific area in which company has carried out any Research & Development. No

technology has been imported as the company does not carry on any manufacturing activity.

c) Foreign exchange earnings and Outgo i. Foreign Exchange Earnings : NIL

ii. Foreign Exchange Outgo : NIL

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments, affecting the financial position of the

Company which have occurred between the end of the financial year of the Company to which

the financial statements relate and the date of the report.

BOARD’S COMMENT ON THE AUDITORS’ REPORT:

The observations of the Statutory Auditors , when read together with relevant notes to the

accounts and accounting policies are self explanatory and do not call for any further comment.

PARTICULARS OF LOANS AND INVESTMENT:

The Company has not made any Investment, given guarantee and securities during the year under

review. There for no need to comply provisions of Section 186 of the Companies Act,2013.

DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS,

COURTS AND TRIBUNALS:

No significant and material order has been passed by the regulators, courts, tribunals impacting the

going concern status and Company’s operations in future.


MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the Management

Discussion and Analysis Report of the Company for the year under review is presented in a

separate section forming part of the Annual Report is attached herewith as Annexure-I.

DETAILS OF HOLDING / SUBSIDARY COMPANIES / JOINT VENTURES

/ASSOCIATE COMPANIES: The Company does not have any holding / Subsidiary Company / Joint Ventures /Associate

Companies.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT

9 as a part of this Annual Report as ANNEXURE II .

CONTRACTS AND AGGRANGMENTS WITH RELATED PARTIES

All related party transactions that were entered into during the year under the review were on an

arm’s length basis and were in the ordinary course of business. Therefore, the provisions of

Section 188 of the Companies Act,2013 were not attracted. Further, there are no materially

significant related party transactions during the year under review made by the Company with

Promoters, Directors, or other designated persons which may have a potential conflict with the

interest of the Company at large. Thus, disclosure in Form AOC-2 is not required. However, the disclosure of transactions with related party for the year, as per Accounting Standard-18, Related

Party Disclosures is given in Note to Balance Sheet as on 31st March,2019.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment /Resignation of Directors/KMP:

There has been change in the constitution of Board during the year under review.

Sr.

No.

Name Date of

Appointment/Resignation

Nature of

Change

1 Anita Lalwani 01/07/2018 Appointment

2 Richa Vinodbhai Vaswani 27/04/2018 Appointment

3 Jigna Mahesh Thakkar 21/12/2018 Appointment

4 Nimesh Rasikbhai Patel 21/12/2018 Appointment

5 Anita Lalwani 01/12/2018 Resignation

6 Sweety Purohit 15/12/2018 Appointment

DECLARATION FROM INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section

149(7) of the Companies Act, 2013, that they meet the criteria of independence laid down in the

Companies Act, 2013 and Listing Regulations.


DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3)(c) of the Companies Act, 2013 the Board of Directors of the

Company confirms that: in the preparation of the annual accounts, the applicable accounting standards had been followed

along with proper explanation relating to material departures;

the directors had selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of the

state of affairs of the company at the end of the financial year and of the profit and loss of the

company for that period;

the directors had taken proper and sufficient care for the maintenance of adequate accounting

records in accordance with the provisions of this Act for safeguarding the assets of the company

and for preventing and detecting fraud and other irregularities; a. the directors had prepared the annual accounts on a going concern basis; and The directors, in the case of a listed company, had laid down internal financial controls to be

followed by the company and that such internal financial controls are adequate and were

operating effectively. The directors had devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

BOARD MEETINGS Ten Board Meetings were held during the Financial Year ended March,31 2019 i.e. 27.04.2018,

03.05.2018, 30.05.2018, 01.07.2018, 14.08.2018, 05.09.2019, 13.11.2018, 15.12.2018,

21.12.2018, 13.02.2019.

The maximum gap between any two meetings were less than one Hundred and Twenty days.

COMMITTEES OF THE BOARD

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has

following Committees in place: • Audit Committee • Nomination and Remuneration Committee • Stakeholders Relationship Committee

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Rule 9 of Companies (Corporate Social Responsibility Policy) Rules is not applicable to the

company.

CORPORATE GOVERNANCE:

Report on Corporate governance is not applicable to the Company.

LISTING

The equity shares of the Company are listed with BSE Limited. There are no arrears on account

of payment of listing fees to the Stock Exchange.

INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal Financial Controls with reference to financial

statements. During year, such controls were tested and no reportable material weakness in the

design or operation was observed.


DEPOSITS:

The Company has not accepted deposits during the year under review.

AUDITORS & AUDITORS REPORT

The Auditor M/s. Vishves A. Shah & Associates , Chartered Accountants, Ahmedabad [FRN.

121356W] hold office until the conclusion of the 2020 Annual General Meeting.

DETAILS OF FRAUD REPORT BY AUDITOR:

As per Auditor’s Report, no fraud u/s 143 (12) reported by the auditor.

SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Act and Rules made there under, Ms. Hetika Dipak Kinger,

Practicing Company Secretary from Kinger & Associates, have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure III to

this report.

RISK MANAGEMENT POLICY:

The Company has in place to ensure sustainable business growth with stability and to promote a

pro-active approach in reporting, evaluating and resolving risks associated with the business.

Major risks identified by the businesses and functions are systematically addressed through

mitigating actions on a continuing basis. These are discussed at the meetings of the Audit

Committee and the Board of Directors of the Company. The Company’s internal control systems

are commensurate with the nature of its business and the size and complexity.

VIGIL MECHANISM AND WHISTLE-BLOWER POLICY

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil

Mechanism for directors and employees to report genuine concerns has been established.

INSIDER TRADING REGULATIONS

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992, as

amended from time to time, the code of conduct for prevention of insider trading and the code for

corporate disclosures (”Code”), as approved by the Board from time to time, are in force by the

Company. The objective of this Code is to protect the interest of shareholders at large, to prevent

misuse of any price sensitive information and to prevent any insider trading activity by dealing in

shares of the Company by its Directors, designated employees and other employees. The

Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers,

designated employees and other employees from trading in the securities of the Company at the

time when there is unpublished price sensitive information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013.

The Company has always believed in providing a safe and harassment free workplace for every

individual working in its premises through various interventions and practices. The Company

always endeavours to create and provide an environment that is free from discrimination and

harassment including sexual harassment The Company has in place an Anti-Sexual Harassment

Policy in line with the requirements of The Sexual Harassment of Women at the Workplace


(Prevention, Prohibition and Redressal), Act 2013. Internal Complaints Committee (ICC) has

been set up to redress complaints received regarding sexual harassment. All employees

(permanent, contractual, temporary, trainees) are covered under this policy.

COST AUDIT:

The provisions of Cost Audit as per Section 148 doesnot apply on the Company.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable secretarial Standards and that such systems are adequate and operating effectively.

CAUTIONARY STATEMENT

Statements in the Directors Report and the Management discussion & Analysis describing the Company’s objectives, expectations or predictions may be forward looking within the meaning of

applicable securities laws and regulations. Actual results may differ materially from those

expressed in the statement. Important factors that could influence the Company’s operations

include global & domestic demand and supply conditions affecting selling prices, new capacity

additions, availability of critical materials and its cost, changes in government policies and tax

laws, economic development of the country and such other factors which are material to the

business operations of the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation of the co-operation and assistance

received from Shareholders, Bankers, regulatory bodies and other business constituents during the

year under review. Your Directors also wish to place on record their deep sense of appreciation for

the commitment displayed by all executives, officers and staff, resulting in successful performance

of the Company during the year.

For, DANUBE INDUSTRIES LIMITED

RICHA VINODBHAI VASWANI DIN: 08115184

DIRECTOR

Place: Ahmedabad

Date: 14/08/2019


ANNEXURE-I

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

(i) Industry structure and developments:

The Company engaged in the wholesale and Retail trading of paper.

(ii) Opportunities and Threats

There is continuous and tremendous growth in paper industry in the last few years. This industry

has provided ample employment opportunity.

(iii) Segment Wise- Product wise performance

The business of the company falls under a single segment i.e. For the purpose of accounting

standard.

(iv) Outlook

The Continual growth in the paper industry is necessary to give necessary support to the industry.

The company is making all effort to accelerate the growth of its business. It Expect to improve its

position in the market by focusing in the technologically advanced and more profitable Product

and market segment and working aggressively in the area of productivity, efficiency and cost

reduction.

(v) Risk and Concerns:

Non available of resources required hamper the growth in this industry.

(vi) Internal Control systems and its adequacy

The company has internal control systems, the adequacy of which has been reported by its

auditors in their report as required under the Companies (Auditor’s Report) Order 2016.

(vii) Discussion on financial performance of the Company with respect to operational

performance.

Share Capital

The Paid up Share Capital of the Company as on 31st March, 2019, at Rs.50,000,000/- divided

into 50,00,000 equity shares of Rs.10 each fully paid up.

Transfer To Reserve

The Board of Directors of your Company, has decided not to transfer any amount to the Reserves

for the year under Review.

Total Income

During the year under consideration, the total income was Rs. 23.18 Lakhs as against Rs.49.13

Lakhs during the previous year.

(vii) Material developments in Human resources / industrial Relations front, including

number of people employed

The management is continuously trying to see the ways to overcome the crisis and in future to

generate employment opportunities for people.


(Viii) Cautionary Statement

This report contains forward- looking statements based on the perceptions of the Company and the

data and information available with the company. The company does not and cannot guarantee the

accuracy of various assumptions underlying such statements and they reflect Company’s current

views of the future events and are subject to risks and uncertainties. Many factors like change in

general economic conditions, amongst others, could cause actual results to be materially different.

The Company does not assume any obligation for such variations.


RICHA VINODBHAI VASWANI

DIN: 08115184

DIRECTOR

Place: Ahmedabad

Date: 14/08/2019


Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on

31st March, 2019

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the

Companies (Management and Administration) Rules, 2014]

I. REGISTRATION &OTHERDETAILS:

1. CIN L21015GJ1980PLC097420

2. Registration Date 14/10/1980

3. Name of the Company DANUBE INDUSTRIES LIMITED

4. Category/Sub-category of the Company Public Company

5. Address of the Registered office & contact

details Address: OFFICE NO. A - 2101, Privilon, Jodhpur, Bopal Ambli Brts Road, Vejalpur, Ahmedabad, Gujarat. Contact No. 7940054603

E-mail id:

[email protected] Website:

www.dwekamindustriesltd.co.in

6. Whether listed company Yes

7. Name, Address & contact details of the

Registrar & Transfer Agent, if any. Name: Purva Share registry (India) Pvt. Ltd. Address: Unit no. 9 , Shiv Shakti Ind. Estt., J

.R. Borichamarg, Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai 400 011

Contact No.: 91-22-2301 6761 / 8261 Fax No.: 91-22-2301 2517 E-mail id: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

S.

N

Name and Description of main

products / services

NIC Code of the

Product/Service

% to total turnover

of the company

1 Trading of paper and allied material on wholesale and retail basis

99611940 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES–

(No. of Companies for which information is being filled)

S. No .

Name and Address

of the company

CIN/GLN Holding/ Subsidiary /

Associate

% of

Shares

held

Applicable

Section

1

2 Not Applicable

3


http://www.dwekamindustriesltd.co.in/



VI. SHAREHOLDINGPATTERN

(Equity Share Capital Breakup as percentage of Total Equity)

Category Of

Shareholders

No Of Shares held at the beginning of year No Of Shares held at the end of year %

Change 31/03/2018 31/03/2019

Demat Physical Total

% of

Total

Shares

Demat Physical Total

% of

Total

Shares

A. Promoters (1) Indian

(a) Individuals/

HUF 0 435700 435700 8.71 0 435700 435700 8.71 0.00

(b) Central Govt 0 0 0 0 0 0 0 0 0

(c) State Govt(s) 0 0 0 0 0 0 0 0 0

(d) Bodies Corp. 0 0 0 0 0 0 0 0 0

(e) Banks / FI 0 0 0 0 0 0 0 0 0

(f) Any Other....

* DIRECTORS 0 0 0 0 0 0 0 0 0

* DIRECTORS

RELATIVES 0 0 0 0 0 0 0 0 0

* PERSON

ACTING IN

CONCERN 0 0 0 0 0 0 0 0 0

Sub Total (A)(1): 0 435700 435700 8.71 0 435700 435700 8.71 0.00

(2) Foreign

(a) NRI Individuals 0 0 0 0 0 0 0 0 0

(b) Other

Individuals 0 0 0 0 0 0 0 0 0

(c) Bodies Corp. 0 0 0 0 0 0 0 0 0

(d) Banks / FI 0 0 0 0 0 0 0 0 0

(e) Any Other.... 0 0 0 0 0 0 0 0 0

Sub Total (A)(2): 0 0 0 0 0 0 0 0 0

Total shareholding

of Promoter (A) =

(A)(1)+(A)(2) 0 435700 435700 8.71 0 435700 435700 8.71 0.00

B. Public

Shareholding (1) Institutions (a) Mutual Funds 0 0 0 0 0 0 0 0 0

(b) Banks FI 0 0 0 0 0 0 0 0 0

(c) Central Govt 0 0 0 0 0 0 0 0 0

(d) State Govet(s) 0 0 0 0 0 0 0 0 0

(e) Venture Capital

Funds 0 0 0 0 0 0 0 0 0

(f) Insurance

Companies 0 0 0 0 0 0 0 0 0

(g) FIIs 0 0 0 0 0 0 0 0 0

(h) Foreign Venture

Capital Funds 0 0 0 0 0 0 0 0 0

(i) Others (specify)

* U.T.I. 0 0 0 0 0 0 0 0 0

* FINANCIAL

INSTITUTIONS 0 0 0 0 0 0 0 0 0

* I.D.B.I. 0 0 0 0 0 0 0 0 0

* I.C.I.C.I. 0 0 0 0 0 0 0 0 0


* GOVERMENT

COMPANIES 0 0 0 0 0 0 0 0 0

* STATE

FINANCIAL

CORPORATION 0 0 0 0 0 0 0 0 0

* QUALIFIED

FOREIGN

INVESTOR 0 0 0 0 0 0 0 0 0

* ANY OTHER 0 0 0 0 0 0 0 0 0

* OTC DEALERS

(BODIES

CORPORATE) 0 0 0 0 0 0 0 0 0

* PRIVATE SECTOR BANKS 0 0 0 0 0 0 0 0 0

Sub-total (B)(1): 0 0 0 0 0 0 0 0 0

(2) Non-Institutions

(a) Bodies Corp.

(i) Indian 113617 0 113617 2.27 56571 0 56571 1.13 -1.14

(ii) Overseas 0 0 0 0 0 0 0 0 0

(b) Individuals

(i) Individual

shareholders

holding nominal share capital upto

Rs. 1 lakh 2381968 140630 2522598 50.46 1952575 140830 2093405 41.87 -8.59

(ii) Individual

shareholders

holding nominal

share capital in

excess of Rs 1 lakh 661012 25000 686012 13.72 1145981 25000 1170981 23.42 9.70

(c) Others (specify)

* UNCLAIMED

OR SUSPENSE

OR ESCROW

ACCOUNT 0 0 0 0 0 0 0 0 0

* IEPF 0 0 0 0 0 0 0 0 0

* LLP 0 0 0 0 0 0 0 0 0

* FOREIGN

NATIONALS 0 0 0 0 0 0 0 0 0

* QUALIFIED

FOREIGN

INVESTOR 0 0 0 0 0 0 0 0 0

* ALTERNATE

INVESTMENT

FUND 0 0 0 0 0 0 0 0 0

* N.R.I. 2970 0 2970 0.06 200 0 200 0.00 -0.06

* FOREIGN

CORPORATE

BODIES 0 0 0 0 0 0 0 0 0

* TRUST 0 0 0 0 100 0 100 0.00 0.00

* HINDU

UNDIVIDED

FAMILY 1184527 0 1184527 23.69 1189575 0 1189575 23.79 0.10

* EMPLOYEE 0 0 0 0 0 0 0 0 0

* CLEARING

MEMBERS 54576 0 54576 1.09 53468 0 53468 1.07 -0.02

* DEPOSITORY

RECEIPTS 0 0 0 0 0 0 0 0 0

* OTHER

DIRECTORS & 0 0 0 0 0 0 0 0 0


RELATIVES

* MARKET

MAKERS 0 165630 0 0 0 0 0 0 0

Sub-total (B)(2): 4398670 165630 4564300 91.29 4398470 165830 4564300 91.29 0.00

Total Public

Shareholding (B) =

(B)(1)+(B)(2) 4398670 166330 4565000 91.29 4398470 165830 4564300 91.29 0.00

C. TOTSHR held

by Custodian for

GDRs & ADRs 0 601330 0 0 0 0 0 0 0

Grand Total(A + B

+ C) 4398670 601330 5000000 100 4398470 601530 5000000 100 0

B) Shareholding of Promoter-

SL

No.

Share Holder's Name

Share Holding at the beginning

of the year

Share Holding at the end of the

year 31/03/2018 30/03/2019

No of

Shares

% of

Total

Shares

of the

Compan

y

% of

Shares

Pledged /

Encumber

ed to total

shares

No. of

Shares

% of

Total

Shares

of the

company

% of

Shares

Pledged /

Encumbe

red to

total

shares

% change

in share

holding

during the

year

1

ASHUTOSH A.

MAHESHWARI-HUF 120000 2.40 0.00 120000 2.40 0.00 0.00

2

GITANJALI A.

MAHESHWARI 120000 2.40 0.00 120000 2.40 0.00 0.00

3

ARVIND A.

MAHESHWARI-HUF 120000 2.40 0.00 120000 2.40 0.00 0.00

4

SEEMA A.

MAHESHWARI 75700 1.51 0.00 75700 1.51 0.00 0.00

C) Change in Promoters’ Shareholding (please specify, if there is No change)

SL No.

Share Holder's Name

Share Holding at the

beginning of the year

Cumulative Share Holding at

the end of the year 31/03/2018 30/03/2019

No of Shares

% of Total

Shares of the

Company

No. of Shares

% change in

share holding

during the

year

Type

1

ASHUTOSH A.

MAHESHWARI-HUF 120000 2.40

30-03-2019 120000 2.40

2

GITANJALI A.

MAHESHWARI 120000 2.40

30-03-2019 120000 2.40

3

ARVIND A.

MAHESHWARI-HUF 120000 2.40

30-03-2019 120000 2.40

4 SEEMA A. MAHESHWARI 75700 1.51

30-03-2019 75700 1.51


D) Shareholding Pattern of top Ten Shareholders as on 31/03/2019:

(Other than Directors, Promoters and Holders of GDRs and ADRs)

SL No.

ShareHolder's Name





No of Shares

% of Total

Shares of

the

Company

No. of Shares

% change in

share holding

during the

year

Type

1 S N SHAH (HUF) 1173187 23.46

30-03-2019 1173187 23.46

2 JATIN MANUBHAI SHAH 116992 2.34

18-05-2018 29100 0.58 146092 2.92 Buy

22-06-2018 17425 0.35 163517 3.27 Buy

30-03-2019 163517 3.27

3 JAYESHBHAI M PRAJAPATI 90000 1.80

18-05-2018 -90000 -1.80 0 0.00 Sell

30-03-2019 0 0.00

4 ESHAN JOSHI 80000 1.60

30-03-2019 80000 1.60

5 NITESH P PAVSKAR 77500 1.55

18-05-2018 -77500 -1.55 0 0.00 Sell

30-03-2019 0 0.00

6 VIJAY RAJESHBHAI VASITA 42000 0.84

18-05-2018 -42000 -0.84 0 0.00 Sell

30-03-2019 0 0.00

7 S RAJESH 37000 0.74

30-03-2019 37000 0.74

8

AKSHAY JITENDRAKUMAR

BRAHAMBHATT 25000 0.50

30-03-2019 25000 0.50

9

ANGEL BROKING PRIVATE

LIMITED 24332 0.49

13-04-2018 226 0.00 24558 0.49 Buy

20-04-2018 -37 -0.00 24521 0.49 Sell

04-05-2018 -1860 -0.04 22661 0.45 Sell

11-05-2018 -349 -0.01 22312 0.45 Sell

18-05-2018 -30 -0.00 22282 0.45 Sell

31-05-2018 -19932 -0.40 2350 0.05 Sell

29-06-2018 -100 -0.00 2250 0.04 Sell

17-08-2018 -722 -0.01 1528 0.03 Sell

14-09-2018 17 0.00 1545 0.03 Buy

21-09-2018 -47 -0.00 1498 0.03 Sell

14-12-2018 200 0.00 1698 0.03 Buy

15-02-2019 900 0.02 2598 0.05 Buy

22-02-2019 -400 -0.01 2198 0.04 Sell

01-03-2019 -1000 -0.02 1198 0.02 Sell

15-03-2019 -300 -0.01 898 0.02 Sell

22-03-2019 -200 -0.00 698 0.01 Sell


27-03-2019 100 0.00 798 0.02 Buy

29-03-2019 20100 0.40 20898 0.42 Buy

30-03-2019 20898 0.42

10

SUMANT HANAMANT

OBALEPPANAVAR 20308 0.41

18-05-2018 -20308 -0.41 0 0.00 Sell

30-03-2019 0 0.00

E) Shareholding of Directors and Key Managerial Personnel:

SL No.

Share Holder's Name





No of Shares

% of Total

Shares of the

Company

No. of Shares

% change in

share holding

during the

year

Type

1

MAUYUR MANUBHAI SHAH

(Independent Director) 7700 0.15

30-03-2019 7700 0.15

2

Sunder Dayaldas Tekchandani


30-03-2019 0 0.00

3

Vasudev Hardasani Khemchand


30-03-2019 0 0.00

4

Jigna Mahesh Thakkar


30-03-2019 0 0.00

5

Nimesh Rasikbhai Patel


30-03-2019 0 0.00

6

Richa Vinodbhai Vaswani

(Executive Director) 0 0.00

30-03-2019 0 0.00

7

Sweety Purohit (Company

Secretary) 0 0.00

30-03-2019 0 0.00

F) INDEBTEDNESS–

Indebtedness of the Company including interest outstanding/accrued but

not due for payment.

Secured Loans

excluding deposits

Unsecured

Loans Deposits

Total

Indebtednes

s

Indebtedness at the beginning of the financial year

i) Principal Amount 0 87,74,286 0 87,74,286

ii) Interest due but not paid 0 0 0 0 iii) Interest accrued but not due 0 87,74,286 0 87,74,286

Total (i+ii+iii) 0 87,74,286 0 87,74,286


Change in Indebtedness during the financial year

* Addition 0 0 0 0

* Reduction 0 71,22,958 0 71,22,958

Net Change 0 71,22,958 0 71,22,958

Indebtedness at the end of the financial year

i) Principal Amount 0 16,51,328 0 16,51,328

ii) Interest due but not paid 0 0 0 0

iii) Interest accrued but not due 0 0 0 0

Total (i+ii+iii) 0 16,51,328 0 16,51,328

REMUNERATION OF DIRECTORS AND KEYMANAGERIALPERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

The company has not given any remuneration to any director of the company during the year

under review.

B. Remuneration to other Directors:

The company has not given any remuneration to any director of the company during the year

under review.

C. Remuneration to Key Managerial Personnel Other Than MD/Manager /WTD

The company has given Rs. 13,000 remuneration to Company Secretary and no any remuneration

given to any director of the company during the year under review.

XI. PENALTIES / PUNISHMENT/ COMPOUNDINGOFOFFENCES:

Type Section of Brief Details of Authorit

y Appeal made,

the Description

Penalty / [RD / if any (give

Companies

Punishment/ NCLT/ Details)

Act Compounding

COURT]

fees imposed

A. COMPANY

Penalty Punishment Nil

Compounding B. DIRECTORS

Penalty Punishment Nil

Compounding

C. OTHER OFFICERS IN DEFAULT Penalty Punishment Nil

Compounding


COMMITTEE OF BOARD:

AUDIT COMMITTEE:

Composition:

As on 31-03-2019, the Audit Committee comprised of three Directors namely:

Mr. Mayur Manubhai Shah Chairman Director Mr. Vasudev Khemchand Hardasani Member Director Mr. Sunder D. Tekchandani Member Director

The Audit Committee of the Board of Directors, Inter-alia, provides assurance to the Board on

the adequacy of the internal control systems and financial disclosures.

The audit committee while reviewing the Annual Financial Accounts ensures compliance of the

Accounting Standard (AS) issued by the Institute of Chartered Accountants of India.

TERMS OF REFERENCE:

The scope of activities of the Audit Committee includes the following:

A. Overseeing the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

B. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

C. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

D. Reviewing, with the management, the annual financial statements and auditors’

report thereon before submission to the board for approval, with particular reference to:

- Matters required to be included in the Directors’ Responsibility Statement to

be included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act,2013;

- Changes, if any, in accounting policies and practices and reasons fo the same;

- Major accounting entries involving estimates based on the exercise of judgment by management.

- Significant adjustments made in the financial statements arising out of audit

findings; - Compliance with listing and other legal requirements relating to financial

statements; - Disclosure of any related party transactions; - Qualifications in the draft audit report;


- Reviewing, with the management, the quarterly financial statements before

submission to the board for approval;

E. Reviewing, with the management, the statement of uses / application of funds

raised through an issue (public issue, rights issue, preferential issue, etc.), the

statement of funds utilized for purposes other than those stated in the offer

document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making

appropriate recommendations to the Board to take up steps in this matter;

F. Review and monitor the auditor’s independence and performance and

effectiveness of audit process;

G. Approval or any subsequent modification of transactions of the company with

related parties;

H. Scrutiny of inter-corporate loans and investments;

I. Valuation of undertakings or assets of the company, wherever it is necessary;

J. Evaluation of internal financial controls and risk management systems;

K. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

L. Reviewing the adequacy of internal audit function, if any, including the structure of the

internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

M. Discussion with internal auditors of any significant findings and follow up thereon;

N. Reviewing the findings of any internal investigations by the internal auditors into matters

where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

O. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

P. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

Q. To review the functioning of the Whistle Blower mechanism;

R. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;


S. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

T. Explanation (i): The term “related party transactions” shall have the same meaning as provided in Clause 49(VII) of the Listing Agreement.

U. Executive summary of the Audit Committee Meetings are placed before the immediate next Board Meetings held after the Audit Committee for deliberations and the full minutes of the same are placed before the following Board Meeting for records. The Board of Directors, regularly appraised on the recommendations of the Audit Committee, further, at the beginning of the financial year, the Committee discuss the plan for the internal audit and statutory audit.

V. Dates of the Audit Committee Meetings are fixed in advance and agenda is circulated to the Directors at least seven days before the meeting.

W. As required under Clause 49(III) (E) of the Listing Agreement, the Audit Committee had reviewed the following information:

- Management Discussion and analysis of financial condition and results of operations.

- Statement of significant related party transactions submitted by management.

- Management letters/letters of internal controls, weaknesses issued by the Statutory Auditors.

- Internal Auditors Reports relating to internal control weaknesses; and

- The Appointment, removal and terms of remuneration of the internal auditors.

The Audit Committee has the following powers:

To investigate any activity within its terms of reference.

To seek any information from any employee.

To obtain outside legal and professional advice.

To secure attendance of outsides with relevant expertise, if it considers

it necessary.

The Audit Committee invites such of the executives as it considers appropriate

(Particularly the head of the finance function), representatives of the Statutory

Auditors.


X. During the year under review, the 4 Audit Committee meeting were held during the Financial Year 2018-19. The dates on which the said meetings were held as follows:

30/05/2018 14/08/2018 13/11/2018 13/02/2019

NOMINATION AND REMUNERATION COMMITTEE: Y. The Remuneration Committee reviewing the overall compensation policy, service agreements and other employments and other employment conditions of Managing/ Whole time Directors and Managing Director:

Composition:

As on 31-03-2019, the Committee comprised of three Directors namely:

Mr. Mayur Manubhai Shah Chairman Director Mr. Sunder D. Tekchandani Member Director Ms. Richa Vaswani Professional Director Z. During the year Company has not paid any remuneration to the Directors of the Company during the financial year 2018-2019.

(a) EXECUTIVE DIRECTORS: Company has not paid any Remuneration to Executive Director of the Company.

(b) NON-EXECUTIVE DIRECTORS:

Non-Executive Directors have not been paid any remuneration, they had been paid only Sitting Fees, being a Non Executive director had not paid any Sitting Fees for the financial year.

No meeting of Remuneration Committee was held during the year.

Company has not paid any Salary or Perquisites to any Director of the Company for the financial year ended 31st March, 2019.

The Company has not paid salary to any directors of the Company.

During the year under review, the 4 Audit Committee was held during Financial Year 2018-19. The dates on which the said meetings were held as follows:

27/04/2018 01/07/2018 05/09/2018 15/12/2018 21/12/2018


SHAREHOLDERS’/ INVESTOR GRIEVANCE COMMITTEE The Share Transfer & Shareholders’/Investor Grievance committee comprises as under:

Mr. Mayur Manubhai Shah Chairman Director Mr. Sunder D. Tekchandani Member Director Ms. Richa Vinodbhai Vaswani Professional Director

The status of shareholders’ complaints received so far/number not solved to the satisfaction

of shareholders/number of pending share transfer transactions (as on 31st March, 2019 is

given below:-

Complaints Status: 01.04.2018 to 31.03.2019 • Number of complaints received so far 0 • Number of complaint resolved 0 • Number of pending complaints 0

During the year under review, the 4 Audit Committee was held during Financial Year 2018-19. The dates on which the said meetings were held as follows:

30/05/2018 14/08/2018 13/11/2018 13/02/2019


4. GENERAL BODY MEETING:

Location and time where last three AGMs were held:

Meeting Year Venue of AGM Date Time

Annual

Genera

l

Meetin

g

2016 B-1006, Nar-Narayan Complex,

Near Swastik Char Rasta,

Navrangpura , Ahmedabad -

380009

30/09/2016 01:00 P.M.

Annual

Genera

l

Meetin

g

2017 B-1006, Nar-Narayan Complex,

Near Swastik Char Rasta,

Navrangpura , Ahmedabad -

380009

30/09/2017 11:00 A.M.

Annual

Genera

l

Meetin

g

2018 703-B, Synergy Tower, Opp.

Commerce House Nr. Vodafone

House, Corporate Road,

Prahladnagar Ahmedabad

380015

29/09/2018 11:00 A.M.

5. DISCLOSURES:

A. Materially significant related party transactions:

B. There were no significant or material related party transactions that have taken place

during the year which have any potential conflict with the interest of the company at large.

The detailed related party information and transactions have been provided in Notes to Accounts.

C. During the last three Years, there were no penalties, strictures imposed by either SEBI or

stock Exchange or any statutory authority for non- Compliance of any matter related to the

capital market.

6. MEANS OF COMMUNICATIONS:

The Quarterly Unaudited Financial Results and other presentation as to the Company’s

Performance etc., are made available to the institutional investors/Financial Analysts as and

when felt expedient.

The Company’s financial results and officials news releases are displayed on the Company’s

website i.e. www.Danubeindustriesltd.co.in.

The Management discussion and analysis forms part of the Annual Report.

http://www.danubeindustriesltd.co.in/


WHISTLE BLOWER POLICY:

Recently, the Security & Exchange Board of India has also prescribed the adoption by all listed

companies, of a Whistle Blower Policy as a non-mandatory requirement. The company has

adopted a Whistle Blower Policy, which affords protection and confidentially to Whistleblowers.

The Audit Committee Chairman is authorized to receive Protected Disclosures under this Policy.

The Audit Committee is also authorized to supervise the conduct of investigations of any

disclosures made whistle blowers in accordance with policy.

No personnel have been denied access to the Audit Committee. As of March 31, 2019 no

Protected Disclosures have been received under this policy.

GENERAL SHAREHOLDERINFORMATION:

a. Annual General Meeting: Date, Time and venue: Friday, 27th September, 2019, at 12.00 P.M. at the Registered Office of the Company.

b. Financial Year: 1st April 2018 to 31st March, 2019.

c. Financial Calendar:

i. 1st quarterly results – Second week of August, 2018.

ii. 2nd quarterly results – Second week of November, 2018.

iii. 3rd quarter results – Second week of February, 2018.

iv. 4th quarter results – Last week of May, 2018.

d. Date of Book Closure: Friday, 20th September ,2019 to Friday, 27th September,2019.

e. Dividend Payment Date: N.A.

f. Security Code:540361

g. Demat ISIN number:INE575D01025

h. Registrar & Share Transfer Agent: M/s. Purva Share registry (India) Pvt. Ltd.

Unit no. 9, Shiv Shakti Ind. Estt., J .R. Borichamarg, Opp. Kasturba Hospital Lane,

Lower Parel (E), Mumbai 400011

Share Transfer System: Valid Share transfer in physical form and complete in all respects

were approved and registered within the stipulated period.


J. Distribution of Shareholding as on Dated 31.03.2019:

SHARE

HOLDING SHARE HOLDERS NO. OF SHARES

. Number % to Total Amount % to Total

(1) (2) (3) (4) (5)

Up to - 5,000 4157 82.64 6007740 12.02

5,001 - 10,000 502 9.18 4270030 8.54

10,001 - 20,000 253 4.63 4109120 8.22

20,001 - 30,000 67 1.23 1675470 3.35

30,001 - 40,000 22 0.40 817730 1.64

40,001 - 50,000 28 0.51 13511980 2.70

50,001 - 1,00,000 43 0.79 3303460 6.61

1,00,001 and above 34 0.62 28465270 56.93

TOTAL 5466 100.00 5,00,00,000 100

K. Shareholding pattern as on 31.03.2019:

Category No of Shares held % of Shareholding

a. Promoters and persons who maybe deemed to be acting in concert including promoter/directors group Companies

4,35,700 8.71

b. Mutual Fund/Trust 0 0.00 c. Financial Institution/Banks 0 0.00

d. Bodies Corporate 56571 1.13

e. Indian public 3264686 65.30

f. Clearing Members 53468 1.07 g. other (HUF) 1189575 23.7 TOTAL 50,00,000 100.00

L. ADDRESS FORCOMMUNICATION :

OFFICE NO. A - 2101, PRIVILON,

JODHPUR, BOPAL AMBLI BRTS ROAD,

VEJALPUR, AHMEDABAD, GUJARAT.


Declaration of compliance with the code of conduct

As required under Schedule V (D) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulation 2015, the Board Members and Senior Management Personnel

have affirmed compliance with the Code of Conduct for the financial year ended March 31,

2019.


RICHA VINODBHAI VASWANI DIN: 08115184 DIRECTOR

PLACE: AHMEDABAD

DATE: 14/08/2019


SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2019

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 214]

The Members, DANUBE Industries Limited (Formerly known as Dwekam Industries Limited ) (CIN: L21015GJ1980PLC097420) Office No. A - 2101,Privilon , Jodhpur, Bopal Ambli BRTS Road, Vejalpur, Ahmedabad, Gujarat.

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Danube Industries Limited. (Hereinafter called the company). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conduct/ statutory compliances and expressing my opinion thereon. Based on our verification of the Danube Industries Limited's company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in my opinion the following, during the audit period covering the financial year ended on March 31, 2019 ('Audit Period'):

(A) The Company has not appointed Managing Director, Whole Time Director and Chief Financial Officer

in the Company as per Section 203 of the Companies Act, 2013 read with the Companies (Appointment and

Remuneration of Managerial Personnel) Rules,2014.

(B) We have examined the books, papers, minute books, forms and returns filed and other records maintained by ''the Company'' for the financial year ended on March 31, 2019 according to the provisions of: i. The Companies Act, 2013 (the Act) and the rules made thereunder; ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder; iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; v. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; (Not applicable to the Company during the Audit Period);


e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (Not applicable to the Company during the Audit Period); f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 ;(Not applicable to the Company during the Audit Period); h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the Audit Period); vi. The Company has complied with the following specifically other applicable laws to the Company: a) Indian Boilers Act, 1923; b) Environment (Protection) Act, 1986; c) Hazardous Waste Management & Handling Rules, 2008; d) Factories Act, 1948 and Rules made there under; e) Air (Prevention & Control of Pollution) Act, 1981; f) Water (Prevention & Control of Pollution) Act, 1974; g) Employee's Provident Fund and Miscellaneous Provisions Act, 1952, and Rules made there under; h) Employee's State Insurance Act, 1948, and Rules made there under; i) Payment of Wages Act, 1948, and Rules made there under; j) Minimum Wages Act, 1948; k) Payment of Bonus Act, 1965; l) Maternity Benefit Act, 1961; m) Industrial Employment (Standing Orders) Act, 1946; n) Industrial Disputes Act, 1947; o) Sexual Harassment of Women At workplace (Prevention, Prohibition and Redressal) Act, 2013. We have also examined compliance with the applicable clauses of the following: i. Secretarial Standards issued by The Institute of Company Secretaries of India. ii. Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations,2015. During the period under review the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above: We further report that: • The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non Executive Directors and Independent Directors subject to Point (A). The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with

the provisions of the Act:

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were usually sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.


• There were no dissenting member's views on any matter during the year under review; hence, the same was not required to be captured and recorded as part of the minutes. We further report that: • Based on our review of Compliance Mechanism established by the Company and on the Compliance Certificate(s) issued by the MD / CFO and taken on record by the Board of Directors at their meeting(s), We are of opinion that, there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that: • During the audit period, there are no specific events / action reported having major bearing on Company's operations in pursuance of the above referred Laws, Rules, Regulations, Guidelines etc. referred above.

For, Kinger & Associates

(Company Secretaries)

(Hetika D. Kinger)

Proprietor

COP:19782

Date: 14/08/2019

Place: Ahmedabad

Note: This report is to be read with our letter of even date which is annexed as ANNEXURE-I and

forms an integral part of this report.


Annexure I To,

The Members,

DANUBE Industries Limited

(Formerly known as Dwekam Industries Limited )

(CIN: L21015GJ1980PLC097420)

Office No. A - 2101,Privilon ,

Jodhpur, Bopal Ambli BRTS Road,

Vejalpur, Ahmedabad, Gujarat.

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit and information and explanation given to us by management of the company.

Auditor’s Responsibility:

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The secretarial audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For, Kinger & Associates

(Company Secretaries)

Date: 14/08/2019 (Hetika D. Kinger)

Place: Ahmedabad Proprietor

COP:19782

VISHVES A. SHAH & CO. Chartered Accountants

316, Abhishek Plaza, B/h. Navgujarat College, Income Tax, Ahmedabad – 380058

Ph. +91 98254 71182, +91 93777 71182 E-Mail: [email protected]

INDEPENDENT AUDITOR’S REPORT

To the Members of Danube Industries Limited

(Formerly Known as Dwekam Industries Limited)

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the financial statements of Danube Industries Limited (“the Company”), which comprise the balance sheet as at 31st March 2019, and the statement of profit and loss, (statement of changes in equity) and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its profit/loss, (changes in equity) and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Other Information

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Directors’ Report, but does not include the standalone financial statements and our auditor’s report thereon. Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management’s Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, (changes in equity) and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast

significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure B” statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) On the basis of the written representations received from the directors as on 31st March, 2019 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2019 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”.

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

Date Place

: 30th May, 2019 : Ahmedabad

For, Vishves A. Shah & Co. Chartered Accountants

Firm No.121356w

(Vishves A. Shah) Partner

M. No. 109944

“Annexure A” to the Independent Auditor’s Report of even date on the Financial Statements of DANUBE INDUSTRIES LIMITED Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of DANUBE INDUSTRIES LIMITED (“the Company”) as of March 31, 2019 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by ICAI on Auditing prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained, is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal

financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion,, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. Date Place



Firm No.121356w


M. No. 109944

“ANNEXURE B” TO THE INDEPENDENT AUDITORS’ REPORT

(Referred to in paragraph 1 under the heading ‘Report on other Legal & Regulatory Requirement’ of our report of even date)

(i) In Respect of the Company’s Fixed Assets:

a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets;

b) The Company has a program of verification to cover all the items of fixed

assets in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

c) According to the information and explanations given to us, the records

examined by us and based on the examination of the conveyance deeds provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date.

(ii) In respect of Inventories:

Company has no Inventory during the year.

(iii) According to the information and explanations given to us, the Company has not granted loans, secured or unsecured to companies, firms, Limited Liability partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, the provisions of clause 3 (iii) (a) to (c) of the Order are not applicable to the Company and hence not commented upon.

(iv) In our opinion and according to the information and explanations given to us, there are loans, investments, guarantees and securities given in respect of which provisions of section 185 and 186 of the Companies Act 2013 are applicable and company has complied all the provision relates to the same.

(v) The Company has not accepted any deposits from the public and hence the

directives issued by the Reserve Bank of India and the provisions of Sections 73 to 76 or any other relevant provisions of the Act and the Companies (Acceptance of Deposit) Rules, 2015 with regard to the deposits accepted from the public are not applicable.

(vi) As informed to us, the maintenance of Cost Records has not been specified

by the Central Government under sub-section (1) of Section 148 of the Act for the business activities carried on by the company.

(vii) In Respect of Statutory Dues:

a) According to information and explanations given to us and on the

basis of our examination of the books of account, and records, the Company has been generally regular in depositing undisputed statutory dues, including Provident Fund, Employees’ State Insurance, Income Tax, Sales tax, Service Tax, Goods and Service Tax, Value Added Tax, Customs Duty, Excise Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities.

b) According to the information and explanation given to us, there are no dues of Provident Fund, Employees’ State Insurance, Income Tax, Sales tax, Service Tax, Goods and Service Tax, Value Added Tax, , Cess and other material statuary dues were outstanding at the year end, for a period of more than six months from the date they became payable.

(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of dues to banks and debenture holders. The Company has had no dues to financial institutions and government.

(ix) Based upon the audit procedures performed and the information and

explanations given by the management, the company has not raised moneys by way of initial public offer or further public offer including debt instruments or term Loans during the year under audit. Accordingly, the provisions of clause 3 (ix) of the Order are not applicable to the Company.

(x) To the best of our knowledge and according to the information and

explanations given to us, no fraud by the Company and no material fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

(xii) In our opinion, the Company is not a Nidhi Company. Therefore, the provisions of clause 3 (xii) of the Order are not applicable to the Company.

(xiii) In our opinion and according to the information and explanations given to us, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements as required by the applicable accounting standards.

(xiv) Based upon the audit procedures performed and the information and explanations given by the management, the company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of clause 3 (xiv) of the Order are not applicable to the Company and hence not commented upon.

(xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors or persons connected with him and hence provisions of section 192 of the Companies Act, 2013 are not applicable.

(xvi) In our opinion, the company is not required to be registered under section 45 IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions of clause 3 (xvi) of the Order are not applicable to the Company and hence not commented upon.

Date Place



Firm No.121356w


M. No. 1099447

I ASSETSNon-current assets(a) Property, Plant and Equipment 14 22,520 24,420 26,320 (b) Capital work-in-progress - - - (c) Investment Property - - - (d) Goodwill - - - (e) Other Intangible assets - - - (f) Intangible assets under development - - - (g) Biological Assets other than bearer plants - - - (h) Financial Assets

(i) Investments 15 15,840,000 15,840,000 4,025,000 (ii) Trade receivables 16 - - - (iii) Loans 17 2,905,264 - 24,847,805 (iv) Others (to be specified)

(i) Deferred tax assets (net)(j) Other non-current assets 18 - - -

18,767,784 15,864,420 28,899,125 II Current assets

(a) Inventories - - - (b) Financial Assets

(i) Investments 19 - - - (ii) Trade receivables 16 - - 5,028,914 (iii) Cash and cash equivalents 20 693,335 684,923 2,584,663 (iv) Bank balances other than (iii) above 20 - - - (v) Loans 21 19,247,246 17,584,302 11,250,059 (vi) Others (to be specified)

(c) Current Tax Assets (Net)(d) Other current assets 22 56,200 272,282 272,282

19,996,781 18,541,508 19,135,918 Total Assets 38,764,565 34,405,928 48,035,043

I EQUITY AND LIABILITIESEQUITY(a) Equity Share capital 2 50,000,000 50,000,000 50,000,000 (b) Instruments entirely equity in nature - - - (c) Other Equity 3 (14,169,214) (15,654,072) (15,069,022)

35,830,786 34,345,928 34,930,978 LIABILITIESNon-current liabilities(a) Financial Liabilities

(i) Borrowings 4 1,651,328 - 8,774,286 (ii) Trade payables 5 - - - (iii) Other financial liabilities 6 - - -

(b) Provisions 7 - - - (c) Deferred tax liabilities (Net) - - - (d) Other non-current liabilities 8 - - -

1,651,328 - 8,774,286 II Current liabilities

(a) Financial Liabilities (i) Borrowings 9 - - - (ii) Trade payables 10 811,331 - 3,865,334 (iii) Other financial liabilities 11 120,000 60,000 424,556

(b) Other current liabilities 12 - - - (c) Provisions 13 351,120 - 39,889 (d) Current Tax Liabilities (Net)

1,282,451 60,000 4,329,779 Total Equity and Liabilities 38,764,565 34,405,928 48,035,043

For, Vishves A. Shah & Co. For & on behalf of the Board,Chartered Accountants DANUBE INDUSTRIES LIMITEDFirm No.121356w (Formerly known as Dwekam Industries Limited)

(Vishves A. Shah)PartnerM. No. 109944 Director Director Company Secretary

(Sweety Purohit)Place : AHMEDABADDate : 30/05/2019

See accompanying notes to the financial statements

As at March 31, 2018

As per our separate report of even date

Particulars Note No.

(Formerly known as Dwekam Industries Limited)



Balance Sheet as at March 31, 2019(Amount in INR)


(Amount in INR)

I Revenue from Operations 23 - 4,809,123 II Other Income 24 2,318,684 104,112 III Net gain on de-recognition of financial assets at amortized cost - - IV Net gain on reclassification of financial assets - - V Total Income (I+II+III+IV) 2,318,684 4,913,235

VI ExpensesCost of Material Consumed - - Excise DutyPurchases of Stock-in-Trade 25 - 4,700,767 Changes in inventories of finished goods, work-in-progress and stock-in-trade 26 - - Employee Benefits Expenses 27 - 88,275 Finance Costs 28 544 2,044 Depreciation and Amortization Expense 29 1,900 1,900 Impairment losses - - Net Loss on de-recognition of financial assets at amortized cost - - Net Loss on reclassification of financial assets - - Other Expenses 30 94,953 745,188 Total Expense (VI) 97,397 5,538,174

VII Profit/(Loss) before Exordinary iterms and Tax ( V- VI) 2,221,287 (624,939)

VIII Exordinary Items

IX Profit Before Tax (VII-VIII) 2,221,287 (624,939)

X Tax Expense:(a) Current Tax 351,120 - (b) Deferred Tax -

- - 351,120 -

XI Profit for the Period from Continuing Operations (IX - X) 1,870,167 (624,939)

XII Profit/(Loss) for the Period from Discontinuing Operations - -

XIII Tax Expense of Discontinuing Operations - -

XIV Profit/(Loss) from Discontinuing Operations (After Tax) (XII-XIII) - -

XV Profit for the Period (XI + XIV) 1,870,167 (624,939) XIV Other Comprehensive Income

(A )(i) Items that will not be reclassified to profit or loss - - (ii) Income tax relating to items that will not be reclassified - - to profit and loss

(B)(i) Items that will be reclassified to profit or loss - - to profit and loss

(ii) Income tax relating to items that will be reclassified - - to profit and loss

- - XVI

Total Comprehensive Income for the period (XV+ XIV) ( Comprising Profit/(loss) and other Comprehensive Income for the period) 1,870,167 (624,939)

XVII Earnings Per Equity Share (For Continuing Operation) : 31(a) Basic 0.37 (0.12) (b) Diluted 0.37 (0.12)

XVIII Earnings Per Equity Share (For Discontinuing Operation): 31

(a) Basic - - (b) Diluted - -

XVIX Earnings Per Equity Share (For Continuing and Discontinuing Operation):

31

(a) Basic 0.37 (0.12) (b) Diluted 0.37 (0.12)

Significant Accounting Policies 1

For, Vishves A. Shah & Co. For & on behalf of the Board ,Chartered Accountants DANUBE INDUSTRIES LIMITEDFirm No.121356w (Formerly known as Dwekam Industries Limited)

(Vishves A. Shah)PartnerM. No. 109944 Director Director Company SecretaryPlace : AAHMEDABAD (Sweety Purohit)Date : 30/05/2019

See accompanying notes to the financial statementsAs per our separate report of even date

Statement of Profit and Loss for the year ended March 31, 2019


For the year ended March 31, 2019 For the year ended March 31, 2018Particulars Note No.

(Formerly Known as Dwekam Industries Limited)

CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Tax for the year 2,221,287 (624,939) Adjustments for : W/off TDS Receivable (385,308) - Transferred from reserve - 39,889 Depreciation 1,900 1,900

(383,408) 41,789 Operating Profit before Working Capital change 1,837,879 (583,150) Adjustments for : Decrease/(Increase) in Receivables - 5,028,914 Decrease/(Increase) in Loans & Advances (2,905,264) - Decrease/(Increase) in Inventories - - Decrease/(Increase) in Short Term Loans & Advances (1,662,944) (6,334,243) Decrease/(Increase) in Other Current Assets 216,082 - Increase/(Decrease) in Payables 811,331 (3,865,334) Increase/(Decrease) in Financial Liabilities - (364,556) Increase/(Decrease) in Current Liabilities 60,000 - Increase/(Decrease) in Provisions 351,120 (3,129,675) (39,889) (5,575,108) Cash Generated From Operations (1,291,796) (6,158,258) Income Tax 351,120 - NET CASH FROM OPERATING ACTIVITIES Total (A) (1,642,916) (6,158,258)

CASH FLOW FROM INVESTING ACTIVITIESNon Current Investment - (11,815,000) Interest Received

NET CASH USED IN INVESTING ACTIVITIES Total (B) - (11,815,000)

CASH FLOW FROM FINANCING ACTIVITIESLong Term Borrowing 1,651,328 (8,774,286) Long Term Loans & Advances - 24,847,804

NET CASH FROM FINANCING ACTIVITIES Total (C) 1,651,328 16,073,518

Net Increase/(Decrease) in Cash and Cash Equivalents Total (A+B+C) 8,412 (1,899,740) Cash and Cash Equivalents -- Opening Balance 684,923 2,584,663 Cash and Cash Equivalents -- Closing Balance 693,335 684,923

- - Note: Previous year's figures have been regrouped/rearrangedwherever considered necessary.

See accompanying notes to the financial statementsFor, Vishves A. Shah & Co.Chartered Accountants For & on behalf of the Board,Firm No.121356w DANUBE INDUSTRIES LIMITED


(Vishves A. Shah)PartnerM. No. 109944 Director DirectorPlace : AHMEDABAD (Sweety Purohit)Date : 30/05/2019

Rs.

As per our separate report of even date

Company Secretary


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2019

Year ended Year ended31st March, 2019 31st March, 2018Particulars


Rs.

DANUBE INDUSTRIES LIMITED(Formerly known as Dwekam Industries Limited)(CIN: L21015GJ1980PLC097420)Statement of Changes in Equity for the period ended 31st March, 2019

A. Equity Share Capital

Balance at the beginning of the reporting periodChanges in equityshare capital duringthe year

Balance at the end ofthe reporting period

1st April, 2017 50,000,000.00 31st March, 2018 50,000,000.00 31st March, 2019 50,000,000.00

B. Other Equity

Capital ReserveSecurities PremiumReserve

Other Reserves(Surplus balance ofProfit & loss Account)

Retained Earnings

Reporting as at 1st April, 2017Balance at the beginning of the reporting period - - (15,069,022.00) - (15,069,022.00)Changes in accounting policy or prior period errors - - - - - Total Comprehensive Income for the year - - - - - Dividends - - - - - Transfer to retained earnings - - 39,889.00 - 39,889.00 Any other change (Surplus) (624,939.00) (624,939.00)Balance at the end of 31st March, 2018 - - (15,654,072.00) - (15,654,072.00)

Reporting as at 1st April, 2018Balance at the beginning of the reporting period - - (15,654,072.00) - (15,654,072.00)Changes in accounting policy or prior period errors - - - - - Total Comprehensive Income for the year - - 1,870,167.00 - 1,870,167.00 Dividends - - - - - Transfer to retained earnings - - - - - Any other change (Surplus) - - (385,309.00) (385,309.00)Balance at the end of the March 2019 - - (14,169,214.00) - (14,169,214.00)

STATEMENT OF CHANGES IN EQUITY

(Amounts in INR)

(Amounts in INR)

Reserves and Surplus

Total


NOTE: 1.1 –SIGNIFICANT ACCOUNTING POLICIES

This note provides a list of the significant accounting policies adopted in the preparation of these

standalone financial statements. These Policies have been consistently applied to all the years

presented, unless otherwise stated.

(i) Basis Of Preparation

(a) Compliance with Ind AS

The Standalone financial statements for the period ended 31st March, 2019 comply in all

material aspects with Indian Accounting Standards (Ind AS) notified under section 133 (the

Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions

of the Act.

(ii) Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable. Amounts

disclosed as revenue are inclusive of net of returns, trade allowances, rebates, value added

taxes, goods and service tax and amounts collected on behalf of third parties.

The Company recognises revenue when the amount of revenue can be reliably measured, it

is probable that future economic benefits will flow to the entity and specific criteria have

been met for each of the company’s activities. The company bases its estimates on historical

results, taking into consideration the type of customer, the type of transactions and the

specifics of each arrangement.

The Company recognises revenue when significant risk and rewards pertaining to

ownership of goods get transferred from Seller to buyer.

(iii) Cash Flow Statement The Cash flow statement is prepared in accordance with the Indian Accounting Standard

(Ind AS) -7 “Statement of Cash Flows” using the Indirect method for operating Activities.

(iv) Cash and Cash Equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents

includes cash on hand, deposits held at call with financial institutions, other short-term,

highly liquid investment with original maturities of three months or less that are readily

convertible to known amounts of cash and which are subject to an insignificant risk of

changes in value, and bank overdrafts.

(v) Trade Receivables

Trade receivables are recognised initially at fair value and subsequently measured at

amortised cost using the effective interest method.

(vi) Investment and other Financial Assets

(a) Classification

The Group classifies its financial assets in the measurement categories:

- Those to be measured subsequently at fair value, and

- Those measured at amortised cost.

The Classification depends on the entity’s business model for managing the financial

assets and the contractual terms of the cash flows.

For assets measured at fair value, gains and losses will be recorded in profit or loss.

For investment in equity instruments, this will depend on whether group has made

an irrecoverable election at the time of initial recognition to account for the equity

investment at fair value through other comprehensive income.

(b) Measurement

The Company subsequently measures all equity investments at fair value. Where the

company’s management has elected to present fair value gains and losses on equity

investments in other comprehensive income, there is no subsequent reclassification of

fair value gains and losses to profit or loss. Dividends from such investments are

recognised in profit or loss as other income when the company’s right to receive

payments is established.

(vii) Offsetting Financial Instruments Financial assets and liabilities are offset and the net amount is reported in balance sheet

where there is legally enforceable right to offset the recognised amounts and there is an

intention to settle on a net basis or realise the assets and settle the liability simultaneously.

(viii) Related Parties

a. There are transactions entered into between related parties as follows:

No Name of Personnel Relationship As at March 31,

2019 (Amount in

Rs.)

1 - - -

b. Names of related parties and description of relationship:

No. Name of Key Managerial Personnel Designation/Relationship

1. Sunder D Tekchandani Additional Director

2. Mayur M Shah Additional Director

3. Vasudev K Hardasani Additional Director

4. Richa V Vaswani Additional Director

5. Jigna M Thakkar Additional Director

6. Nimesh R Patel Additional Director

7. Sweety Purohit Company Secretary

(ix) Provisions

Provisions for legal claims, service warranties, volume discounts and returns are recognised

when the company has a present legal or constructive obligation as a result of past events, it

is probable that an outflow of resources will be required to settle the obligation and the

amount can be reliably estimated. Provisions are not recognised for future operating losses.

Where there are number of similar obligations, the likelihood that an outflow will be

required in settlement is determined by considering the class of obligations as a whole. A

provision is recognised even if the likelihood of an outflow with respect to any one item

included in the same class of obligations may be small.

The measurement of provision for restructuring includes only direct expenditure arising

from the restructuring, which are both necessarily entailed by the restructuring and not

associated with the ongoing activities of the company.

(x) Property, Plant and Equipment Freehold land is carried at historical cost. All other items of property, plant and equipment

are stated at historical cost less depreciation. Historical cost includes expenditure that is

directly attributable to the acquisition of the items.

Subsequent costs are included in asset’s carrying amount or recognised at a separate asset,

as appropriate, only when it is probable that future economic benefits associated with the

item will flow to the group and the cost of the item measured reliably. The carrying amount

of any component accounted for as a separate asset is derecognised when replaced. All

other repairs and maintenance are charged to profit or loss during the reporting period in

which they are incurred.

(xi) Trade and Other Payables

These amounts represent liabilities for goods and services provided to the group prior to the

end of financial year which are unpaid. The amounts are unsecured and are usually paid

within 90 days of recognition. Trade and other payables are presented as current liabilities

unless payment is not due within 12 months after the reporting period. They are recognised

initially at the fair value and subsequently measured at amortised cost using the effective

interest method.

(xii) Contributed Equity

Equity shares are classified as equity.

(a) Earnings per Share

Basic earnings per share is calculated by dividing:

-the profit attributable to the owners group

-by the weighted average number of equity shares outstanding during the year.

(b) Rounding off amounts

All amounts disclosed in the financial statements and notes have been rounded off to

the nearest lakhs as per the requirement of Schedule III, unless otherwise stated.

For and on behalf of the board of directors For, DANUBE INDUSTRIES LIMITED

As per our attached report of even date For, Vishves A. Shah & Co,

Chartered Accountants Firm No. 121356W

Director Chief Financial Officer Company Secretary

Director

(Vishves Shah) (Partner)

M No:-109944

Place : Ahmedabad

Date : 30/05/2019

Note 2 - Equity Share Capital(Amount in INR)

(a) Particulars

Authorised : 50,00,000 Equity Shares (Previous Year 50,00,000) of Rs. 10/- each

50,000,000 50,000,000 50,000,000

TOTAL 50,000,000 50,000,000 50,000,000

Issued, Subscribed and Paid-up : 50,00,000 Equity Shares (Previous Year 50,00,000) of Rs. 10/- each

50,000,000 50,000,000 50,000,000

Less : Calls in arrears -

TOTAL 50,000,000 50,000,000 50,000,000

(b)

i)

ii)

(c) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period

Particulars

No. of shares at the beginning of the year 5,000,000 5,000,000 5,000,000 Add: Issue of Shares during the yearSubscriber to the Memorandum - - - Private Placement -

- - - Less: Forfeiture of Shares during the Year -

No. of shares at the end of the year 5,000,000 5,000,000 5,000,000

(d) Aggregate details for five immediately previous reporting periods for each class of shares

Particulars

- No. of shares alloted as fully paid up pursuant to contracts without payment being received in cash

- - -

- No. of shares alloted as fully paid by way of Bonus Shares

- - -

- No. of shares bought back - - -

(e) Details of shareholders holding more than 5% shares in the company

Nos. % Nos. % Nos. %

(f)

(g)The company does not have any securities convertible into shares as on reporting date.

Notes to Financial Statements for the year ended 31st March, 2019


Detailed terms of any securities convertible into shares, e.g. in the case of convertible warrants, debentures, bonds etc.

Detailed note on shares reserved to be issued under options and contracts / commitment for the sale of shares / divestments including the terms and conditions.

As at March 31, 2018As at March 31, 2019

As at March 31, 2019 As at March 31, 2018

No. of Shares held by



The company does not have any such contract / commitment as on reporting date.

DANUBE INDUSTRIES LIMITED(formerly Known as Dwekam Industries Limited)

Detailed note on the terms of the rights, preferences and restrictions relating to each class of shares including restrictions on the distribution of dividends and repayment of capital.

The Company has only one class of Equity Shares having a par value of Rs. 10/- per share. Each holder of Equity Share is entitled to one vote per share. The Company declares and pays dividend in Indian Rupees. During the year ended 31st March 2019, the Company has not declared any dividend.

In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of Equity shares held by the shareholders.





Note 3 - Other Equity(Amount in INR)

Particulars

(i) Capital ReserveAs per last Balance Sheet - - - Add: Additions during the year (Share Forfe - - - Less: Utilised / transferred during the year - - -

Closing balance - - - (ii)

Opening balance - - - Add : Premium on shares issued during the - - - Less : Utilised during the year for: - - -

Closing balance - - - (ii) General Reserve

As per last Balance Sheet - - - Add: Transferred from Profit and Loss Acco - - - Less: Transferred to Profit and Loss Accoun - - -

Closing balance - - -

(iv) Surplus in the Profit & Loss AccountAs per last Balance Sheet (15,654,072) (15,069,022) (15,156,918) Add: Profit / (Loss) for the year 1,870,167 (624,939) 96,212 Amount available for appropriations (13,783,905) (15,693,961) (15,060,706) Appropriations:Add: Transferred from reserves - 39,889 - Less: W/off TDS Receivable 385,309 - 8,316

- - (385,309) (14,169,214) 39,889 (15,654,072) (8,316) (15,069,022)

TOTAL (14,169,214) (15,654,072) (15,069,022)

(Amount in INR)Particulars

(a) Loans From Bank and Financial InstitutionsSecured Loans - -

- - - Unsecured Loans 1,651,328

- - - 1,651,328 - -

Term Loan from othersSecured - - - Unsecured - - -

- - - (b) Loans and advances from related parties

Secured - - - - - - - - -

(c) Other Loan & AdvancesSecured Loans - - - Unsecured Loans - - - Others - - 8,774,286

- - 8,774,286 1,651,328 - 8,774,286


(i) Trade Payable- - -

(ii) Others- - -

Total - - -

Note 4: Non Current Liabilities: Financial Liabilities : Borrowing

Note 5:Non- Current Liabilities: Financial Liabilities : Payables


Unsecured

Securities premium account










(i) Trade Payable- - -

(ii) Others- - -

Total - - -


(a) Provision for employee's benefits - - - (b) Others (Specify) - -

- - -

- (Amount in INR)Particulars

(i)- - -

(ii)- - -

Total - - -

Note 9: Current Liabilities: Financial Liabilities : Borrowing(Amount in INR)

Particulars

(a) Loans repayable on demandFrom banks

Secured - Unsecured -

- - - From Other parties(b) Loans and advances

Secured - Unsecured

- - -

- - -

Note 10:Current liabilities: Financial Liabilities : Trade Payables(Amount in INR)

Particulars

Current payables (including acceptances) outstanding for less than 12 months

Others payables 811,331 - 3,865,334 811,331 - 3,865,334

Note 11:Current liabilities: Financial Liabilities : Others(Amount in INR)

Particulars

Audit Fees Payable 120,000 60,000 - Salary Payable - - 174,556 TDS Payable - - 250,000

TOTAL 120,000 60,000 424,556

Note 6:Non- Current Liabilities: Financial Liabilities : Others


Note 8:Other Non- Current Liabilities










Note 7: Non Cuurent : Provisions





Note 12: Other Current Liabilities(Amount in INR)

Particulars

- - -

TOTAL - - -

Note 13 - Cuurent Liabilities :Provisions(Amount in INR)

Particulars

Provision for Taxation 351,120 - 39,889

TOTAL 351,120 - 39,889 Note -15 - Non-Current Assets: Financial Assets: Investments


Investments (At Cost)Investment in Equity Instrumentsi) of Subsidiary:

ii) of other entities: Investment in Shares & Securities

Jalandhar Motors - - 4,000,000 Tax Free Bonds 25,000 25,000 25,000 Other Investment (Gold) 15,815,000 15,815,000 -

15,840,000 15,840,000 4,025,000

Note -17 - Non Current Assets: Financial assets: Loan (Amount in INR)

Particulars(a) Capital Advances - - -

(b) Security DepositsSecurity Deposit - - - Office Deposit - - -

Unsecured Considered good - - - Deposits - - -

(c) Loans & Advances to Related Parties Unsecured considered good - - -

(d) Other Loans & Advances (Specify Nature) Secured, Considered good Unsecured Considered good - - - Advance to Staff - - - Due from Others 2,905,264 - 24,847,805 Doutful or Bad 2,905,264

2,905,264 - 24,847,805 Note -18 - Other Non-Current Assets


(a) Long Term Trade Receivable(b) Others (Specify Nature) Preliminary Expenses - - -

- - -

Note -19 - Current Assets: Investments(Amount in INR)

ParticularsCurrent Investments (At lower of cost and fair value)

- - - -
















Note 16 - Trade Receivables(Amount in INR)

(a) Particulars

(i) Due for a period exceeding six months - Unsecured, considered good - - 5,028,914 - Doubtful - - - Less: Provision for Doubtful Debts - - -

- - 5,028,914 (ii) Others - Unsecured, considered goodOther Receivables - - - - Doubtful - Less: Doubtful Debts Writtewn off -

- - -

TOTAL - - 5,028,914 Note 20 - Cash & Cash equivalents


(a) Cash & Cash Equivalents(i) Balances with Banks :

Bank Accounts 4,034 292,081 2,505,414 (ii) Cash-on-hand 689,301 392,842 79,249 (iii) Cheques & Drafts on-hand(iv) Others - Stamps on Hand -

(b) Other Bank Balances - Margin Money or Security Deposit - Repatriation Restrictions - Deposit Accounts more than 3 month maturity - Deposit Accounts more than 12 month maturity

TOTAL 693,335 684,923 2,584,663 Note 21 - Current Assets: Financial Assets: Loans

(Amount in INR)(a) Particulars

(i) Security deposits Secured, considered good 40,059 40,059 - Unsecured, considered good - 9,000,000 Doubtful - - -

40,059 9,040,059 - (ii) Inter-corporate deposits Secured, considered good - Unsecured, considered good 67,500 3,265,915 Doubtful - - -

67,500 3,265,915 - (iii) Share Application Money Given

(iv) Advance income tax and TDS - Unsecured, considered good

- - -- - -

(v) Others Secured, considered good - - 11,015,232

Unsecured, considered good (VAT Deposits - - 24,827 Unsecured, considered good (others) 19,139,687 5,278,328 210,000 Doubtful - - -

19,139,687 5,278,328 11,250,059 Less: Provision for Doubtful Debts

TOTAL 19,247,246 17,584,302 11,250,059

(Amount in INR)ParticularsTax Deducted at Source 56,200 272,282 272,282

56,200 272,282 272,282



Note 22: Other Current Assets









Note 23 - Revenue from Operations(Amount in INR)

ParticularsSales - 4,809,123

TOTAL - 4,809,123

Note 24 - Other Income(Amount in INR)

ParticularsOther Interest income 1,503,536 - Misc. Income - 612 Other Income - 103,500 Reversal of Loss in Investments 815,148 -

TOTAL 2,318,684 104,112

Note 25- Purchases(Amount in INR)

Particulars

Purchase - 4,700,767 TOTAL - 4,700,767

Note 26 - Changes in inventories of finished goods, work in progress and stock in trade(Amount in INR)

ParticularsInventories at the end of the year:

Finished goods - Work-in-progress - - Stock-in-trade -

- - Inventories at the beginning of the year:

Finished goods - - Work-in-progress - - Stock-in-trade -

- - - -

Note 27 - Employee Benefit Expenses(Amount in INR)

Particulars

Salary - 88,275 TOTAL - 88,275

Note 28 - Financial Costs(Amount in INR)

ParticularsInterest Expenses - - Bank Charges 544 2,044

TOTAL 544 2,044

Note 29 - Depreciation & Amortised Cost(Amount in INR)

Particulars

Depreciation 1,900 1,900 TOTAL 1,900 1,900

For the year ended March 31, 2018




Notes to Financial Statements for the year ended 31st March, 2019



For the year ended March 31, 2019 For the year ended March 31, 2018







(Formerly known as Dwekam Industries Limited)Notes to Financial Statements for the year ended 31st March, 2019


Note 30 - Other Expenses(Amount in INR)

Particulars

Audit Fees 60,000 60,000 CDSL Charges 5,900 74,155 Discount Expenses - 1,433 Advocate Fees - 7,500 Electricty Expenses 13,390 39,480 GST Expenses (Late Fees) 1,000 - Office Expenses 7,663 - BSE fees - 303,300 Vakil Fees 7,000 - C S Fees - 13,020 Miscellaneous Expenses - 10,623 NSDL Charges - 18,447 Office Administrator Expenses - 34,500 Office Rent - 45,600 Registrar fees - 85,320 Professional Fees - 40,000 Telephone Expense - 8,310 Website Charges - 3,500

TOTAL 94,953 745,188

Note 31 - Earnings Per Equity Share(Amount in INR)

Particulars

(a) Net profit after tax attributable to equity shareholders forBasic EPS 1,870,167 (624,939) Add/Less: Adjustment relating to potential equity shares -

Net profit after tax attributable to equity shareholders for 1,870,167 (624,939) Diluted EPS

(b) Weighted average no. of equity shares outstanding during theyearFor Basic EPS 5,000,000 5,000,000

(c) Face Value per Equity Share (Rs.)For Continuing OperationBasic EPS 0.37 (0.12) Diluted EPS 0.37 (0.12)

For Discontinuing OperationBasic EPS - - Diluted EPS - -

For Continuing & Discontinuing OperationBasic EPS 0.37 (0.12) Diluted EPS 0.37 (0.12)

Note:The figures of the previous year have been re-arranged, re-grouped and reclassified wherever necessary




Block of Asset

Air Conditioner 28500 0 0 28,500 4,080 1,900 0 5,980 24,420 22,520

Total : 28,500 NIL NIL 28,500 4,080 1,900 NIL 5,980 24,420 22,520

As at 1st April, 2018

Schedule of Property, Plant and Equipment as per the Companies Act for the year ended 31st March, 2019


Note : 14

Gross Block Accmulated Depreciation Net Block

Charge for the year

Deduction/ Adjustments


As at 31st March, 2019



Addition/ Adjustments

Deduction/ Adjustments

As at 1st April, 2018


FORMMGT-11

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)]

Name of Member(s)

Registered Address

E-mail id

Folio No.

DP Id

Client Id

I /We, being the Member(s)holding shares of DANUBE

INDUSTRIES LIMITED, hereby appoint:

1. Name Address

Email Id

Signature or failing him /her,

2. Name

Address

As my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the THIRTY NINTH ANNUAL GENERAL

MEETING of the Company to be held on Friday 27th September, 2019 at 12.00 P.M (IST) at the Registered Office No. A -

2101,Privilon , Jodhpur, Bopal Ambli BRTS Road, Vejalpur, Ahmedabad, Gujarat. and at any adjournment(s) thereof in

respect of such resolutions as are indicated below:

Ordinary business:

1. Adoption of Financial Statements

2. To appoint a Director of Ms. Richa Vaswani, who retires by rotation, and being eligible offers him for re

appointment.

3. Appointment of Statutory Auditors

Special business:

4. Appoint of Mr. Hukumat Meghraj Rajdev (DIN: 00202615) as a Managing Director.

5. Appoint of Mrs. Meena Sunil Rajdev (DIN: 08060219) as a Whole Time Director.

6. To make Alterations in Object Clause of the Company .

7. Appoint of Ms. Jigna Mahesh Thakkar (Din: 08308619) as an independent Director.

8. Appoint of Ms. Nimesh Rasikbhai Patel (Din: 08308685) as an independent Director.

Signed this day of 2019

Signature of Shareholder:

Signature of Proxy holder(s):

Note: This form of proxy in order to be effective should be duly completed and deposited at the

Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Affix Re. 1

Revenue

MGT-12

ATTENDANCE FORM/ BALLOT FORM

(TO BE USED BY SHAREHOLDERS PERSONALLY PRESENT/THROUGH PROXY AT

THE MEETING AND HAVE NOT OPTED FOR E-VOTING) Name & Registered Address :

Of the Sole /First Named :

Member :

Name of the joint holders :

Registered Folio No/ :

DP ID No. / Client ID No :

Number of Shares held :

I / We hereby exercise my / our vote in respect of the following resolutions to be passed for the

business stated in the Notice of the Annual General Meeting on Friday, 27th September, 2019 at

12.00A.M (IST), by conveying my / our assent or dissent to the resolutions by placing tick ( √ ) mark

in the appropriate box below:

Sr. No.

Resolutions No. of Shares

I / We assent

to the Resolution (FOR)

I / We dissent to

the Resolution (AGAINST)

Ordinary Business

1. Adoption Statements

of Financial

2.

To appoint a Director of Ms. Richa Vaswani who retires by

rotation, and being eligible

offers him for re- appointment.

3. Appointment

Auditors

of Statutory

Special business

4.

Appoint of Mr. Hukumat Meghraj Rajdev (DIN: 00202615) as a Managing Director.

5. Appoint of Mrs. Meena Sunil

Rajdev (DIN: 08060219) as a

Whole Time Director.

6. Alterations in Object Clause of the Company.

7. Appoint of Ms. Jigna Mahesh Thakkar (Din: 08308619) as an independent Director.

8.

Appoint of Ms. Nimesh Rasikbhai Patel (Din: 08308685) as an independent Director.

Place : Ahmedabad Date : 14/08/2019

(Signature of the Shareholder/Proxy)

Note: This Form is to be used for exercising attendance/ voting at the time of 39th

Annual

General Meeting to be held on Friday, the 27th September, 2019 by shareholders/proxy. Duly

filled in and signed ballot form should be dropped in the Ballot box kept at the venue of AGM.

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